Remuneration Report of the BoD members of EYDAP S.A. 2021
Remuneration Report for the year 2021 in accordance with the provisions of article 112 of Law 4548/2018
Remuneration Report of the BoD members of EYDAP S.A. 2021
Applicable legislative and regulatory framework .................................................................................
5.1. Remuneration of the BoD Members during 2021 .......................................................................
5.2 Remuneration of the BoD Members from companies of the EYDAP Group
6. Remuneration of BoD Members based on shares...........................................................
7. Compliance with the Remuneration Policy of the BoD Members of EYDAP.....................
8. Use of the ability to recover variable remuneration .......................................................
9. Deviation from the implementation of the Remuneration Policy of the
10. Comparative information of remuneration change and performance of
11. Information on the shareholders' vote ..........................................................................
Remuneration Report of the BoD members of EYDAP S.A. 2021
According to Article 9b of Directive (EU) 2017/828 of the European Parliament and the Council of May 17th , 2017 on the amendment of directive 2007/36/EK regarding the encouragement of the long-term active participation of the shareholders, as it has been embodied in the Greek legal order with Article 112 of the Law 4548/2018 on Société Anonyme, the companies with stock inserted in the regulated market are obligated, amongst other things, to compile a Remuneration Report, which should contain a full overview of the remuneration of each member of the Board of Directors (hereafter referred to as 'BoD'), including newly hired and old members of the BoD of the last financial year, according to the Article 110 of the Law 4548/2018 on remuneration policy.
The Remuneration Report should be subject for discussion on the Ordinary General Meeting of Shareholders (hereafter referred to as 'OGM') as an issue of the daily agenda and shareholders have an advisory vote on it.
It is noted that the 2020 Remuneration Report, which was submitted for discussion at the 25.6.2021 OGM, received the approval of 99.58% of the votes represented. This fact of almost universal acceptance was taken into account by the Board of Directors for the preparation of the present in terms of form and content.
In this context, the BoD of EYDAP S.A., following the proposal of the Remuneration Committee, submitted the present Remuneration Report on the OGM of Shareholders that took place on 30/08/2022.
The present Report has been conducted in line with the Remuneration Policy of the BoD members of EYDAP, as it was approved by the OGM of Shareholders on the 26/06/2020. This Report has been prepared in compliance with the Remuneration Policy for the Members of the Board of Directors of EYDAP, as revised and approved by the Shareholders' General Meeting of 25/06/2021, , and taking into account the Company's legislative and regulative framework, especially the following:
Information on the remuneration of each BoD member during the last five (5) years are presented in the Report of the BoD on the relevant Annual Financial Statements of the Company, which are available on the Company's website at the link:
https://www.eydap.gr/Investors/EconomicResults/
The Remuneration Report is available on the Company's website at the link:
https://www.eydap.gr/Investors/Presentations/
Remuneration Report of the BoD members of EYDAP S.A. 2021
2. Significant Achievements and Main Developments of the year 2021
Earnings per share (in Euro)
Source «p. 193 Annual Financial Report 2021»
Remuneration Report of the BoD members of EYDAP S.A. 2021
In 2021, the determination of the overdue debtors of EYDAP S.A. and the Greek State was finalized, with the publication of no. 352462/8.12.2021 of the Joint Ministerial Decision (Government Gazette B' 5830/14.12.2021) which determined the overdue debts: (a) of EYDAP to the Greek State due to the supply of raw water in accordance with the provisions of par. 2 of article 2 of Law 2744/1999 and the 1999 Convention and (b) of the Greek State to EYDAP for the period from 12.10.2013 to 31.12.2020. The amount owed by EYDAP SA for the raw water supplied in the period from 01.10.2013 to 31.12.2020, amounted to Euro 346.7 million, while the requirement for the provision of management, maintenance and supervision services for the proper functioning of the External Water Supply System (EYS) during the same period amounted to Euro 189.5 million. With the same JMD it was decided to set off the above- mentioned claims between the Greek State and EYDAP SA and the payment by the latter of the balance, after the set-off, amounting to Euro 157.2 million. The above funds were invoiced on 28.12.2021.
At the end of the year, a decision of the Extraordinary General Meeting of Shareholders of EYDAP held on 24.12.2021 approved the terms of renewal the right under par. 1 of Article 114 of Law 4812/2021, the consideration paid by EYDAP for the supply of raw water, the specific rights and obligations of EYDAP as well as any other regulated issue for the achievement of the objective of the granted right and the other relations between the contracting parties. On 02.02.2022, the relevant contracts were signed between the Greek State, EPEYDAP and the Company regarding the supply of raw water and assignment of provision of operation and maintenance services of the external water supply system effective from 01.01.2021.
On 27.04.2022 a memorandum of understanding was signed which regulated the implementation of the contracts and specifically clarified that the right to exclusive supply of raw water is provided in return for the entire twenty years (01.01.21 - 31.12.2040) of the Contract, which amounts to Euro 87.5 million amortized over twenty years of the contract. Moreover, it was agreed that the selling price of raw water is determined on the basis of a price per cubic meter applicable for every reporting year according to a table included in that contract and for the year 2021- the burden amounts to Euro 28.4 million. The consideration paid for the intangible asset as well as for the annual supply of raw water is paid by E.YD.A.P. to EPEYDAP and is further available from the State for financing operation, maintenance and upgrade of the External Water Supply System (EYS) of the major Capital region.
Article 9 (Contractor's Fee) of the EYS contract makes provisions for the services of regular operation and regular maintenance, a fixed annual flat fee of twenty-five million Euro 25 million is agreed upon, in addition to the corresponding VAT for the three-year period of validity and in case of its extension, for an additional six months, the consideration will amount to Euro 12.5 million.
As a consequence of the above, in 2021, EYDAP SA recognized the exclusive right to water supply, in the statement of financial position, in the item "intangible assets" amounting to Euro 87.5 million as well as in the Income Statement:
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